It was many hours before Gwen Stacy awoke, and when she did, she was amazed to find that she was not only alive, but she actually felt incredibly energised. She felt properly good, for the first time in so many long months. The storm clouds had cleared and gloriously warm sunshine was shinning through the window and onto her refreshed form, spread out on the bed.

Climbing off the bed and getting to her feet, Gwen walked over to the long mirror on the wall and gazed at her reflection, relieved to see that she had not been left with a giant spider head and several hairy limbs. Externally, she looked the same as she had before she had drunk the potion. But Gwen could feel that something in her had changed. As she picked up the clock sitting on the table by her bed, to check how long she had slept, Gwen was startled when, with the simplest squeezing of her grip, the clock broke apart in her hand like it was made of cardboard! Clearly her strength had increased considerably, and Gwen began to wonder almost giddily what other abilities she had gained.

Making her way brightly into the sitting room, Gwen crossed over to the nearest wall and slowly pressed her left hand against it. To her amazement, she could feel her fingertips and palm sticking to the wall, like they had invisible suction cups attached. Her excitement growing with every second, Gwen pressed her other hand against the wall, then her left foot, and finally the right. Then, slowly and experimentally, she began to scurry up the wall and along the ceiling, until she was in the centre of the room, her long blonde hair cascading downwards as she hung there upside-down!

A broad grin crept across Gwen's face. She had done it! Working in the dark, with no knowledge of the original process what had created Spider-Man, she had managed to give herself the same (or at least similar) powers that Peter Parker seemed to have had.

Leaping off the ceiling and landing gracefully on the floor, with reflexes she had never had before, Gwen hurried back to her room and dug out Peter's old web-shooters, which she snapped shut around her wrists, before she then got out the spider-costume she had made and hidden away. It was essentially a red-and-black version of Peter's old costume, but with the addition of a dark-green zip-through hoodie and knee-high black leather boots, which she quickly put on, before she made her way discreetly to the staircase that led to the top of the building, headed up and emerged through a door onto the rooftop.

THWIP!

As she had once done before, shortly after Peter's funeral, Gwen stepped over to the ledge and fired out a web-line, which anchored itself securely onto the opposite building. This was the moment of truth. When she had last stood at the edge of this particular abyss, she had realised she could not take that fateful step, for she had neither training or powers back then. But now, she had trained herself up and she had spider-powers. It was time for her to take a leap of faith.

Taking a deep breath through the mask covering her face and head, Gwen leapt off the top of the building and soared through the sky on the web-line. Instinctively, she let go of the line and momentarily hung in mid-air, before she fired another line and swung to the side. A cry of joy erupted from her lips, as she quickly got the hang of the web-swinging, the wind rushing past her as she practically flew past the tall buildings of the city, the surprised onlookers down below looking up at her in amazement. Then, she landed onto the side of a tall skyscraper, pausing to catch her breath, as she gazed down at the city laid out before her.

In that moment, Gwen Stacy knew. She knew.

For the next hour, an elated Gwen web-swinged, wall-crawled, and performed acrobatics all over the city. Her strength and agility had increased to fantastic levels, and her ability to stick to objects seemed even greater than Peter's, since the soles of her boots were quite thick and yet Gwen could still easily adhere her feet to the wall with this material in-between. And as she quickly got the hang of her new powers, she knew was ready. The mantle of the spider was now truly hers. Now all she had to do was track Harry down.

As though on cue, there came a loud explosion from several blocks away, and there quickly came the sounds of alarm bells and sirens.

"Well, I guess that's as good a place to start looking," Gwen thought solemnly to herself, as she began to swing in the direction of the explosions. Playtime was over. It was now time for her to confront the biggest mistake of her life and deal with it, once and for all.

At the Upper West Side of Manhattan, the NYPD were closing in on the infamous Green Goblin, who was flying through the air on his glider. Two Police helicopters were attempting to fence him in, one on either side, but that did not seem to bother the Goblin one little bit.

"Harold Osborn, this is the NYPD!" came the voice of a police officer through the loud-speaker of one of the helicopters. "You are under arrest! You will land immediately and surrender quietly."

The Goblin gave a terrifying blood-curdling laugh at this ultimatum, and he sent his glider flying upwards, above the helicopters. Before the copters had a chance to manoeuvrer and give pursuit, the Gobin threw down a series of specially-designed pumpkin bombs, which hit the top of each helicopter and released a gooey substance, which jammed up the rotors. Unable to stay in the air, the two copters began to plummet downwards to their doom, as the Goblin cackled in triumph.

"Fools! None can stand against the might of the Green Goblin!" jeered the villain insanely.

However, at that precise moment, the Goblin was amazed to see a whole load of webbing forming between the surrounding buildings, which managed to safely catch both copters before they could hit the ground and explode!

"What...?" the Goblin began to splutter, when a red-and-black clad figure in a mask and green hoodie swung upwards, away from the rescued copters and straight towards him.

FWAM!

Before the goblin had a chance to react, the masked figure's feet collided with his face, causing him to lose control of his glider and send him crashing downwards. Barely recovering from the blow, the Goblin tried to pull up, but it was too late. The glider hit the ledge of one building and skidded across the rooftop with a terrific display of sparks, before coming to a grinding halt and sending its pilot falling off, causing him to crash against some smokestacks.

Getting to his feet, the Goblin gave an angry snarl, as his attacker landed on the same rooftop, her feet crashing right on top of the wings of the Goblin's glider, wrecking the rocket-powered vehicle completely and removing the Goblin's means of escape!

"Stacy!" growled the Goblin, as he gazed hatefully at the person he held responsible for his father's death, as she stared defiantly back at him through the lenses of her mask.

"Yes, Harry, it's me," said Gwen Stacy simply. "This cycle of hate has gone on long enough. It's time to end it right now!"

The Goblin snorted. "Foolish child! You may have learnt some impressive acrobatics since we last met, but that will not be enough to stop the Green Goblin!"

Pointing a finger at Gwen, the Goblin prepared to fire a blast of electrical discharge from the energy weapon hidden in his glove. But Gwen began to feel a tingle in her head, as though warning her of danger, and she instinctively leapt to the side, narrowly avoiding the energy blast that would have sent her flying off the top of the building.

"Nice try, Harry. But I've gotten myself an upgrade," said Gwen, as she leapt from one part of the roof to another, amazed by her own agility. Luckily, she had the element of her surprise on her side, as Harry had not been expecting to face anyone with spider-powers. But she knew she had to move fast and end this fight, before Harry had a chance to recover his wits and strike back more effectively.

Again and again, the amazed Goblin fired his deadly bolts and threw his pumpkin bombs, one such explosive managing to blast off the lid of a nearby junction box. But Gwen managed to keep dodging her foe's attacks, before retaliating by shooting a series of web-lines back at him. Jumping into the air, the Goblin just barely avoided getting snared by the webbing, still somewhat shocked by Gwen's new abilities.

"How is this possible?" he demanded. "You don't have any powers. You can't have!"

"Wanna rethink that statement?" asked Gwen as she leapt into the air and sent herself flying feet first into the Goblin, knocking him off his feet again.

"You dare strike the Green Goblin!" spat Harry, wiping a trickle of blood from his mouth. "You'll pay for that, little girl. Just as you'll pay for killing me before!"

"You're not the Green Goblin, Harry," said Gwen gently. "That was your father, and you were the one who killed him. I've accepted my share of the blame, for putting you in that position. I'm sorry I let things go as far as they did. But you have to see that what you're doing is wrong, that you're becoming the very thing you wanted to help destroy. And you have friends, good friends, and they want you back. Please, Harry, let me get you some help."

For a moment, Gwen dared to hope that she might actually get through to Harry. But then, with a roar of anger, he snatched up some razor bats from his bag of tricks and sent them flying straight at Gwen. Thanks to her new spider-sense and agility, Gwen was just able to avoid getting sliced by the razor-sharp projectiles, but it gave the Goblin a chance to leap back onto this feet and charge at her. Before Gwen could get out of the way, Harry's hands were grasped tightly around her throat.

"Pathetic creature! You dare mock the memory of my father!" he screamed. "You'll die for that! Die! Die! DIE!"

Desperately, Gwen managed to use her newfound strength to shake Harry off her, before leaping away, landing near to the open junction box, with all its exposed and damaged wires. It was clear now that there was no chance of reasoning with Harry, so she had no choice but to take him down. But how can you bring yourself to strike down someone who had once been one of your oldest and closest friends?

As it happened, fate would save Gwen the unpleasant task of having to strike down her former friend, who was already racing right towards her, ready to throw a fist at her. Gwen again leapt clear, somersaulted over Harry's head, and landed safely on the other side of the roof. But Osborn, unable to stop his momentum in time, crashed into the damaged junction box, his fist colliding right into the electric cables!

KERZAK!

Terrific, blinding volts were sent careening all over Harry's body, and he screamed in agony, before collapsing to the floor in a crumpled heap.

Shocked and dismayed, Gwen gave a yell of alarm and rushed over to her fallen adversary. Knelling down beside him, she pulled his mask off and desperately checked for a pulse. To her immense relief, there was one, faint but definite. The shock had knocked him out cold though, and caused him serious injuries, including some major burns. She had to get him medical aid and fast!

Gathering Harry up in her arms and slinging him over her shoulder, Gwen clambered off the rooftop and raced down the side of the building, where various ambulances and rescue services had gathered at the bottom. As she hurried down, she could hear the comments of some onlookers who had spotted her.

"Hey, look! It's Spider-Man. I thought he was supposed to be dead," remarked one police officer, pointing upwards.

"Look again, pal. That's a girl!" remarked another, as the masked Gwen Stacy jumped onto the streets and brought the unconscious Harry to a paramedic. As Osborn was laid out on a gurney, the two officers hurried over to see what was going on.

"Here's your so-called Green Goblin," said Gwen, gesturing to Harry, as he was lifted into an ambulance. "I don't think he'll cause any more trouble, but please bear in mind, he's not entirely responsible for his actions. He needs major psychiatric help and lots of it."

"Uh, sure," said the first officer in befuddlement. "Thanks a lot, Spider-umm..."

"Woman," completed Gwen Stacy. "I'm Spider-Woman."

And before anyone could say anymore, the newly-christened Spider-Woman leapt upwards, fired a web-line and swung off into the distance.

Some days later, Gwen was standing before Peter's grave at the cemetery, a fresh load of flowers in her hand, which she gently laid by his tombstone.

"Well, Petey, I did it," said Gwen with a small, sad smile. "I stopped Harry. I just wish there was an easier way to fix things. The doctors say that the electric volts may have caused him serious brain damage. He doesn't remember much, but he's now completely convinced that he's the Green Goblin and nothing more. He doesn't even remember Mary Jane or me, and he seems to be in complete denial that he was ever Harry Osborn. It may be months, even years, before he can recover, so he'll have to stay at the institution. I do so hope he'll be okay. But at least no-one else will get hurt. And perhaps the old Harry will return someday and maybe even... forgive me."

She gave a small sigh. "As for me, I guess I'm stuck with your old job now. I should at least try moving on a bit with my life. I know you wouldn't want me to keep grieving all my life. But I still intend to keep my promise, especially now I've given myself these powers. Someone has to fill the void now that Spider-Man is gone, and I think I'm the one who should do that. Besides, swinging through the sky and climbing up walls has turned out to be kinda fun. I'll do my best to make both you and Dad proud of me. I'll always love you and I'll always miss you."

And so, Gwen Stacy turned around and began to head off down the path towards the rest of her life. Her spirits had finally started to rise from the gloom and her resolve was firm. The Amazing Spider-Man may be dead and buried, but the adventures of the Sensational Spider-Woman were just beginning...

NEXT TIME:

THE MARK OF THE WOLF-MAN!